Twice the Hero
by mellra
Summary: When Ben Tennyson received the Omnitrix, he also found a strange red watch that looked like it had fangs. Dual wielding Ben with both Omnitrix and Nemetrix!
1. Chapter 1

**Disclaimer:** If I owned Ben 10, I'd try and make the show occur more often and actually get my story straight throughout the series!

 **AN:** I've recently seen stories done by Earth Beast and SaurusRock625 for a Ben 10 idea where Ben gets the Nemetrix while Gwen gets the Omnitrix and it gave me an idea of a story I'd like to do. It would go like this:

When the Omnitrix was being transported, the Nemetrix, which was made earlier by Dr. Psychobos and seized by the Plumbers before he could cause major damage with it, was also being transported for safe keeping. When Vilgax attacked, both devices were sent to Earth and found by Ben. Both watches attached to him, one for each wrist, and the result had an interesting effect. Thanks to the presence of the Omnitrix, the Nemetrix's harmful mental feedback is neutralized causing Ben to have complete control of himself when in his predator forms. This gives him twice as many options as he had previously and when one watch times out, he can simply activate the other one! And in the future, he can be like Omniverse's Ben 10,000 that can mix and match aliens!

Now I know most of you wanted me to get going on my current continuous stories and fear not for I haven't forgotten you. I merely wished to post this first chapter while the idea is still fresh in my head, and for now I will place further chapters of this story on hold until I make a bit more headway on my other stories. In fact, I plan on putting a poll up soon asking which story my readers wish for me to try and finish first. Anyway, please enjoy and as always, **Read** and **Review!**

 **Twice the Hero**

 **Space above Earth's atmosphere:**

A being known as Vilgax scowled as his ship pursued his quarry. He had the appearance of a man, but he stood at twice the height of the average human with green skin, red eyes, and a squid like face. All in all, he looked like something from H.P. Lovecraft's Cthulhu Mythos. Vilgax was a vicious conqueror who had been terrorizing the galaxy for countless years and was constantly trying to expand his influence. Right now, he was in pursuit something that would help increase his formidable empire's power even more. Right now, the ship his vessel was following was carrying a device known as the Omnitrix. This device was made by the galaxy's First Thinker, Azmuth, and was said to contain the DNA of all sentient species in the universe. Such a device could make any individual one of the most powerful beings to ever exist, and as such the galactic conqueror desired it for his own means.

What's more, Vilgax learned that the transport moving the Omnitrix to a safe location was also carrying a second device that was recently discovered. Said device was made by Dr. Psychobos, a Cerebrocrustacean who apparently has a superiority/inferiority complex with Azmuth's species the Galvan. He made this new device, called the Nemetrix, in an effort to spite Azmuth and the Galvan. Apparently, Psychobos had been able to get his hands on blueprints for the Omnitrix by unknown means and had hired bounty hunters to gather the DNA of some of the galaxies most dangerous predators in order to match the aliens of the Omnitrix. However, Psychobos was caught before he could do any damage with the device and, while the mad doctor himself escaped, the device fell into the hands of the Plumbers, the universe's law enforcement. The knock-off device was taken to Azmuth where he determined that the Nemetrix, while too dangerous for any sapient being to wear safely, still could be useful in bringing the universes species together and could also help to at least save the DNA of species that could go extinct one day. So it was decided that both the Omnitrix and Nemetrix would be taken to a safe location until such time where they could be used to their full potential.

While Vilgax was more interested in the Omnitrix, even he had to admit that the Nemetrix also provided him with opportunities. This brings us to the current chase going on as Vilgax, on a ship full of his loyal soldiers and robots, was chasing after the vessel that was carrying both devices. While it was clear his ship had the superior firepower, the escaping ship wasn't making it easy for them. Soon, Vilgax's ship was able to knock out the main thrusters of the Plumber craft, and a cruel smirk formed on Vilgax's lips.

"Prepare to board!" he called out to his troops. However, that was when a last ditch effort was made by the green ship as it's rear cannons opened one more volley. The blast struck true and was able to tear the control room of his ship apart, flinging Vilgax from his seat and severely damaging his body. One of the robots controlling the ship's main cannons returned fire in the confusion, blasting the transport nearly in two and halting it's activity forever. No one noticed though, that an escape pod had been jettisoned from the ship before the blast hit, making its way to the nearest planet; a small, blue world that barely made a blip in the grand scheme of things in the universe: Earth.

 **Earth**

"Oh man, this is going to be the worst summer vacation ever! I'd probably have more fun at summer school!" a ten year old boy named Ben Tennyson groaned as he trudged his way through the woods. He was a fairly average looking boy with short brown hair, bright green eyes, a black and white tee-shirt, green pants, and black and white sneakers. He was going on a cross-country vacation with his Grandpa Max, and at first he was completely excited for the trip. Things turned downhill, however, as he learned that his cousin Gwen Tennyson was also going on the trip with them. The two had a fairly antagonistic relationship and were constantly butting heads. Also, there was the fact that, while Ben loved his Grandpa Max with all his heart, the man cooked things that were barely considered edible. All in all, this was shaping up to be a very miserable vacation for the young man.

Suddenly, Ben heard a strange whistling noise and, looking up, saw a flash of light streaking across the night sky. The boy gained an awed look and exclaimed, "Oh wow, a shooting star!"

Before Ben could marvel at the rare sight for too long, the supposed shooting star did something odd. It seemed to make a sharp turn while in the sky and started making its way…RIGHT TOWARDS HIM! With a surprised shout, Ben dived out of the way just as the falling object slammed into the ground with the force of a bomb blast. The young Tennyson, while shaken, was largely unhurt and quickly got to his feet.

"Whoa man, was that a satellite?" Ben wondered as he crept closer to the newly formed crater. Letting his childish curiosity get the better of him, Ben cautiously peered into the smoking hole in the ground. What he saw shocked him. If the object was a satellite, it was way different from any he'd ever heard of. The thing was ball shaped and made out of metal, the outer rim containing ridges like the shell of an animal. Suddenly, the UFO opened up, causing Ben to jump back with a yelp. Taking a few moments to watch the opening, Ben detected no signs of movement, yet the hole was now glowing a mix of red and green. Wondering if he'd stumbled upon some sort of alien Christmas ornament, Ben once again crept up to the crater.

His eyes widened at what he saw. Inside the now open ball were two glowing objects, one green and the other red. The objects appeared to be… "Are those watches?" Ben asked curiously as he got closer to the downed craft.

The green watch like object had the appearance of a very big wristwatch, primarily black and grey in color, with a grey dial in the middle which had a green hourglass shape. The red one, however, looked to be a mix of a wristwatch or a spiked collar that some dogs or punk rockers wear. The face was shaped like a hexagon and is colored red and silver. The symbol has the appearance like an open mouth with sharp teeth. Even with every fiber of his being screaming at him that it was a bad idea, Ben couldn't help but reach out with his hands to pick up the two objects. Suddenly, the two watches seemed to ripple before their bands opened up and sprang at the 10 year old as if they were alive! Ben tried to pull back but it was too late as both watches clamped onto his wrists, the green on his right and the red on his left.

"AAAH! Get off me! Get them off me! GRANDPA!" Ben yelled in a panic as he stumbled out of the crater while shaking his arms frantically in an attempt to get the strange devices off him. Noticing neither was budging, Ben started frantically pulling on both watches and even proceeded to pick up a stick and pry the dual watches off him to no effect. After several minutes of this, Ben leaned against a nearby tree in defeat, clearly tired out from his struggles. Finally, his eyes wondered to the two new decorations on his arms. Since the red one kind of creeped him out a little because of its vicious design, Ben focused his attention on the green watch. Idly he started pressing the bright green buttons that lay on either side of the faceplate, hoping maybe something would happen to tell him what in the heck the thing was.

Suddenly, the watch gave a digital sounding beep before the faceplate popped up like a large button. "Whoa!" Ben cried out startled before regaining his composure. Looking at the now protruding faceplate, Ben saw what appeared to be the shadowy outline of a creature displayed in the center. Fiddling around a bit, Ben discovered that the faceplate turned and with each twist the figure changed to something different. "Cool…" Ben said in wonder before he stopped at a humanoid looking outline that appeared to have flames coming out of its head. Curiosity overriding any sense of caution, Ben pushed on the button to see what would happen.

As the watch's face went down, a bright green light emitted from the watch that quickly hid Ben from view to the casual observer. Inside the light, a startling transformation took place. From the watch, a red, lava like substance seemed to spread out and cover Ben's form. The boy seemed to grow in size till he reached the height of an adult human male, and the red substance hardened to look like bright red brimstone. His feet had a slight oval-like design with only two toes and one back toe, while his hands remained human shaped yet both seemed to be made of concentrated fire. Finally, his head was vaguely skeletal in shape and made of the same red rock as his body while a small inferno acted like hair to the boy's new form.

Once the transformation was complete, the light faded and the changed Ben did the only thing he could think of in his current situation: "AAAAAAAAAAAGGGGGGHHHHHHHHH!" he screamed.

 **Time-Skip: Next Day, Tennyson Campsite**

Ben yawned as he woke up in the bunk bed of his grandpa's camper; the Rustbucket. As he got up to get ready for the day, he thought back to yesterday's events. After freaking out about being on fire, Ben had learned that his new form was actually producing the flames and didn't burn him. Like any 10 year old boy, he soon saw how awesome the whole experience was and began experimenting with his new form. Soon though, he was reminded why adults always tell him never to play with fire as he accidently started a forest fire while messing around with his new fire abilities. The fire had drawn Gwen and Grandpa Max to where Ben was in an attempt to find him, and they were naturally shocked about the change the boy had undergone. Fortunately, with a few choice words Ben was able to convince his relatives that he was in fact Ben, and they were able to work together to put the fire out.

After a few minutes to explain everything that had happened, Ben suddenly turned back to normal as the watch's power seemed to have timed out. Max had determined that the creature he had turned into was an alien based on how the boy had discovered the device, and had gone back to the crash site to investigate. Ben meanwhile, ignoring his Grandpa's orders not to mess with the watch, began experimenting with it to see if he could figure out how it worked. Eventually, he was able to figure out how to get it to activate again, and was able to transform into what looked like an orange, bearlike dog that lacked eyes and could 'see' through the use of gills on his neck. Ignoring Gwen's warnings, Ben went out into the woods to discover his new forms capabilities. He was later attacked by what could only be described as killer robots from outer space and, using both the terrane and his new form, Ben was able to destroy one while Gwen arrived and destroyed the other with a shovel as Ben transformed back.

Thanks to this experience, Ben was able to figure out how the green watch worked as he simply needed to push a couple buttons, select a setting, and he'd be able to turn into any one of ten different alien dudes! After Grandpa Max came back, they heard on the Rustbucket's radio that a giant robot was attacking the nearby campsite. Realizing that it had to be related to the two robots who attacked him earlier, Ben concluded that the robots were after the watches and now people were in danger because of him. Believing he could use the watch's powers to become a real hero, Ben convinced Grandpa Max and Gwen to go and help the innocent civilians. Using the green watch for the third time that evening, Ben became an alien that had skin made of green diamonds that could be shaped into weapons and were impervious to damage. Through both luck and perseverance, Ben was able to take down the large robot and save the day before leaving back to camp with Gwen and Grandpa Max.

As Ben brushed his teeth, Ben idly noticed the red watch lying on his wrist. After arriving back at camp, Ben had been tempted to try out the second watch and see what it could do, but Max had said that it would probably be best to wait until morning to try it out since they were all fairly tired and they had no idea what the thing could do. Max reasoned that they should have nicely refreshed minds before messing around with something outside their understanding. Now that it was morning, Ben couldn't wait to try out the red watch! While he had been wary of trying it out yesterday, both due to it's somewhat more vicious design and because he had later been too eager to find out what his green watch could do, Ben was now thinking of all the possibilities the spiked watch had to offer. Would it also transform him into alien heroes? Maybe it could give him powers like the ability to fly or shoot lazers from his eyes! He couldn't wait to find out.

After a meal made of what could only be described as termite cereal (which both Gwen and Ben tried very hard to ignore and hope they'd get some real food soon), the Tennyson's went outside the Rustbucket and headed to a clearing so Ben could test the red watch. Once there, Ben headed to the center of the clearing while Gwen and Max stood near the trees as a precaution.

"Are you sure you want to do this Ben?" Grandpa Max, a fairly wide man nearing his 60's in a red floral pattern Hawaiian shirt asked in concern.

"Yeah Ben, I mean it's okay to chicken out now. Neither of us will think any less of you," Gwen taunted with a teasing smirk, obviously trying to get a rise out of him. Gwen was his elder cousin by one year and while the two had the same green eyes, you could barely tell they were related. Gwen's hair was shoulder length and a bright orange, held up in the front by a blue hair clip that matched her cat themed shirt. Finally, she wore white capris and white shoes. She also gave off a tomboyish vibe.

Ben rolled his eyes, ignoring his dweeb of a cousin and said to Grandpa Max, "Don't worry Grandpa, I've got this."

With that, Ben started to inspect the red spiked watch to see what it could do. Unlike the green one, it had no buttons to indicate any function. Twisting the faceplate a little, Ben was pleased to see it beeped before the screen lit up some, the mouth shaped guard opening further and showing the shadowy outline of a creature. Twisting the faceplate further, Ben was pleased to see that like the green watch, this one had 10 different icons as well. If that meant what he thought it meant, he now had twice the number of aliens he could turn into!

"Oh sweet! Looks like I hit the jackpot guys! This things got 10 aliens as well!" Ben called out excitedly to his family.

Grandpa Max seemed to sigh in relief while Gwen merely scoffed and folded her arms, clearly jealous of his awesomeness, Ben thought. "So are you going to turn into an alien or what, because I'd rather look at whatever you change into than your pizza face," Gwen goaded.

Ben smirked as he looked down at the icon, seeing that the image looked like the outline of a Saber-toothed Tiger. "Alright, you asked for it!" Ben declared as he slammed his hand down on the faceplate.

Gwen and Max both shielded their eyes as a red light engulfed Ben. When the light faded, the two looked to see what the youngest Tennyson now looked like. In Ben's place stood what looked like a huge feline with sharp claws, a tail with a sharp hook at the end of it, fangs like a saber tooth tiger, mane like a dire wolf, and a small horn on the top of its nose. It wore a red spiked collar that holds the watch's symbol directly at its center.

Stepping towards the currently still alien, Gwen quipped, "Ugh, jeeze Ben first you turn into that dog-thing and now you're a cat. What's next, are you going to turn into a goldfish?"

Meanwhile, Max's eyes widened in alarm as he noticed that the creature who was once Ben seemed to lack any form of recognition in his blazing red eyes. Instead there was the look that most predatory animals have when hunting, one of pure instinct…and hunger. "Gwen, get back!" he urgently stated as he tried to keep his voice as low as possible to avoid provoking Ben.

Turning back to her grandpa with questioning eyes, Gwen asked, "Huh? What's wrong Grandpa? It's just the doofus-"

Gwen was cut off as 'Ben' gave a lion-like roar, his fanged jaws dripping saliva as he started stalking towards the two humans. Gwen gave a startled jump and, turning back towards her transformed cousin, shouted out, "Ben! What the heck's wrong with you?! You almost gave me a heartattack!" Noticing the catlike monster was getting ever closer with no gleam of recognition in its eyes, Gwen said a little less certainly, "Ben…?"

Suddenly, the large cat lunged forward, claws and fangs bared for ripping and tearing! Gwen barely had time to scream when she was suddenly yanked to the side by her arm, the transformed Ben crashing into the tree behind her and tearing it to splinters. Gwen took in several rapid gasps while trying to calm her racing heart, barely comprehending her annoying cousin had just tried to maul her. There was no time, however, as the hand holding her started pulling her quickly through the woods. Recognizing the person pulling her as her grandfather, Gwen stammered out, "G-Grandpa? What's…why was Ben…?"

Max Tennyson, a rare look of worry and fear etched on his face stated, "I don't know for sure why or how, but it wasn't Ben in control of that thing Gwen. He attacked us without any hesitation. I can only assume that whatever that creature is, its instincts are overwhelming Ben and giving him one simple command."

"And what's that?" Gwen asked, fearing the answer.

A grim look appeared on Max's face as he said seriously, "To hunt."

Suddenly, another lion like roar sounded behind them, causing both Tennyson's eyes to widen as they picked up their sprint. Max turned to his granddaughter and asked, "Gwen, do you remember the way back to camp?" Hesitantly, Gwen nodded. "Good, here's what I want you to do: while I get Ben's attention, I want you to run back to the Rustbucket. Lock all the doors and windows and wait for me to come get you, alright?"

Gwen's eyes widened in alarm and she shouted, "What?! No, Grandpa, don't-!"

"This isn't up for debate Gwen!" Max barked back, silencing Gwen's protests. "It's my job to protect you kids, and I fully intend to do so! Now, get back to the Rustbucket and wait for me. With luck, the red watch will eventually time out like the green one did and return Ben back to normal in a little bit."

Tears starting to fall, Gwen solemnly nodded before the duo reached a smaller clearing in the path. Giving Gwen the signal, the two broke apart and as the girl ran down the path as the old man turned to face his transformed grandson. It was only a few seconds later when the catlike creature came bounding into the clearing with a snarl. Steeling his resolve, Max started clapping his hands and shouting, hoping to get the alien's attention. The thing set its red eyes on Max before it seemed to sniff the air for a second. Then, to Max's horror, the cat seemed to _split_ into two identical copies, one heading towards him while the other started heading to the path that Gwen took.

"GWEN, LOOK OUT!" Max shouted before diving away from the advancing predator, praying that his granddaughter would be safe.

Meanwhile, Gwen was running for her life down the path. Hearing her grandpa shout, she was tempted to head back but then heard the sounds of twigs snapping and the panting of a heavy beast breathing. Knowing what it might mean, Gwen continued her run with her heart in her throat, hoping beyond hope she would reach camp before her cousin could catch up to her. After what felt like hours but was only a few minutes, Gwen spotted their campsite and a relieved smile managed to work its way onto her face. With one last burst of speed, the redhead ran into the camper and slammed the door behind her, collapsing against it and sobbing in both relief and fear. Suddenly, the door shook as the creature that was formerly Ben rammed against it, causing Gwen to let out a shriek.

 **Inside of Ben's Mind**

'No Gwen, Grandpa!' Ben mentally screamed as he drifted within the dark confines of his mind. He didn't know what happened, when the red light came from the watch, he'd expect to find himself in a new alien form but in the same mind like it was with the green watch. Only half of that was true, however, as Ben found himself in a new alien body but his mind…it was like being in the passenger seat of a car. He could see and feel everything his body did, but he himself couldn't control anything he did. He could only watch in horror as he started stalking after his cousin and grandpa, like how a cat stalks a mouse. The entire time Ben struggled to get his body to do what he wanted, but nothing he did worked. What's more, the instincts he now felt seemed to be ripping his mind in two. Words like _hunt, prey, KILL!_ kept repeating over and over like a mantra.

'Please, I don't want this! Somebody, anybody, HELP ME!' Ben mentally screamed as he watched one of his duplicates corner Grandpa Max against a tree with the older man holding a branch defensively while the other had Gwen trapped in the Rustbucket. Just as Ben felt like he was about to lose it completely, there was a green light that seemed to shine in the darkness of his mind's eye. Squinting a bit, Ben saw that in the center of the light was the hourglass figure that was in the center of the green watch.

A voice that sounded like a mechanized version of his own suddenly sounded out, _"Foreign DNA detected. Analyzing…non-sapient DNA risks mental stability of Omnitrix wielder. Mental feedback filter: Engaged."_

The green light started to grow brighter and brighter until Ben had to close his eyes. When he opened them once more, there were two things he noticed: one was that the instincts that had been all but disappeared, only a slight background noise in his mind. The other was that, instead of being in the back seat of his own body, he now was able to move at will. He noticed that he was staring up at Grandpa Max, who was standing with his back against a tree and a branch held defensively in his hands like a sword. Ben slowly backed up and held a paw to his head, shaking off the last bit of fog from his mind. Max, noticing the change in behavior, hesitantly lowered the stick so that it was no longer in a striking position but still close enough that he could bring it to bare in an instant.

"Ben…?" Max asked uncertainly.

Ben grimaced as he lowered his paw and stared at his grandfather, his eyes changed from a ferocious red to a glowing green. "G-Grandpa…" Ben stuttered out in a growling voice.

This seemed to help ease any doubts Max had as he lowered the stick completely, a relieved smile finding its way on his face. Walking over to the boy-turned-alien, the elderly man threw his arms over Ben's shaggy mane and gave him a tight hug. "You had me worried there, kiddo," he chuckled lightly before a concerned frown formed on his face, "We need to find out if Gwen is alright, are you sure you're completely in control?"

Ben nodded his feline head and said, "Don't worry Grandpa, she's alright. I can…somehow tell what that double of mine is doing and it stopped acting crazy the same time I did. Gwen's still in the Rusbucket while I…erm, my copy is moving back towards us."

Max seemed to accept that and, standing up said, "C'mon Ben, let's go see if we can get you back to normal and find out what happened here."

The man and the beast walked back towards were their camp was, meeting an exact copy of Ben's alien form along the way. Going on instinct, the two Bens walked toward each other and seemed to merge together becoming one being again. Just as they made their way back into the campsite, a low beeping noise seemed to come from the collar around Ben's neck and, in a flash of red light, Ben stood in his human form once more. At that, the door to the Rustbucket swung open and in a blur of speed, Gwen tackled both males in a bone-crushing hug.

With tears in the corner of her eyes, Gwen cried, "You two, don't ever scare me like that again! I was so worried!" Breaking off the hug, Gwen turned to glare at her cousin. "And what the heck was that anyway doofus?! You could have killed us!"

Ben flinched at the accusing tone before he felt Max's hand on his shoulder as the man said calmly, "Now, now Gwen, I doubt it was Ben's fault. Let's all go inside for some hot coco and talk about what just happened. Hopefully, we'll never have to deal with this again."

The two children nodded before following their grandpa inside. Ben lagged behind a little to stare at the two watches that now seemed to be permanently attached to his arms. There was still so much that he didn't know about either device, but one thing was for certain: he had a lot of work ahead of him if he was to truly become a hero.

 **Nemetrix Aliens:**

Crabdozer, Buglizard, Slamworm, Mucilator, Terroranchula, Tyrannopede, Hypnotick, Omnivoracious, Vicetopus, Duplicat (Panuncian), Reaver (Anubian Baskurr/Zed), possibly more OC ones in the future

 **Omnitrix Aliens (so far):**

Diamondhead, Wildmutt, Ghostfreak, Heatblast, XLR8, Grey Matter, Four Arms, Stinkfly, Ripjaws, Upgrade

 **AN2:** Just a couple quick things that I thought I'd bring up. First of all, while I love all the Ben 10 series, I was rather disappointed in Omniverse. Whereas Alien Force and Ultimate Alien had a more mature theme (and more mature artwork) than the first season, Omniverse took all that and regressed it right back to how it was in season 1 if not worse! Think about it; in Omniverse there was no Ultimate aliens (except what Albedo, the bad guy, used), limited Kevin and Gwen interaction after all that time with their character development, an 'improved' Omnitrix that functions even worse than the prototype, and worse of all it made Ben into an immature brat again! So, while I enjoyed it, when I get to Omniverse please expect me to make it a bit more mature than what it was in canon.

Second of all, you may have noticed I skipped over quite a few scenes in this chapter. While I would have preferred to show all the scenes we all know and love, I wanted to focus more on the stuff that has changed due to Ben getting two watches as opposed to what stayed the same. So please expect to see scene skips in future chapters, unless someone wishes to beta this story and offers to write out the scenes I skip.

Also, while Ben might be more powerful now that he has two watches, he ISN'T INVINCIBLE! So please don't expect every fight he gets into to be a cakewalk. Ben wouldn't be the hero we all know and love if everything came easy to him, he'd just be like that snobbish Ben 23 from Omniverse. This Ben will have his own trials and difficulties, so don't go complaining when he doesn't just breeze through every enemy he faces.

On a final note, in the future I might be looking for OC predator aliens to add to the Nemetrix, so feel free to drop some ideas you may have.


	2. Chapter 2

**Disclaimer:** If I owned Ben 10, I'd make the later series more collaborative with the original plotline.

 **Chapter 2**

Several days have passed since Ben received his alien watches and the Tennyson's had been taking the time to train with Ben on what all the devices were capable of. For the green one there was close to no trouble except for the fact that on occasion the alien he'd choose isn't the same one as the one he became as well as the fact he would turn back to his human form at very inconvenient times. The red watch, however, Ben was actually fairly scared to try again after the near disastrous first attempt. What if he chose an alien and went berserk again, but he wouldn't regain control in time and did something he'd forever regret to his family? So for now he was letting it be while he focused on the green watch and its heroes. He'd even given each of the aliens in the watch cool superhero names!

Currently, the Tennyson family was near Washington D.C. as the next stop on their road trip after foiling a mix arson and jewelry store robbery (of which he received _no_ credit whatsoever, jeeze). They were at the new superstore in order to go shopping for more of Grandpa Max's…exotic tastes. Ben, however, was more interested in finding the ever elusive and extremely rare Sumo Slammers Gold Card, the only one in he was missing from his collection! He'd even turned into Graymatter, a tiny froglike alien with an incredibly high IQ, to go looking through the store's stock of Sumo Slammer's cereal looking for the Gold Card. It was no good, however, as Gwen, in all her dweebiness, decided to butt in and stop his search before she herself was discovered by the store's manager. This led to Grandpa Max buying every box of cereal that Ben had opened. On the plus side, the two cousins wouldn't have to worry about getting actual food for a while, even if all of it was just cereal.

After the family split up for a bit in the store, Ben was looking over the Sumo Slammers card display and dreaming about the day when he'd get (in his mind) righteous reward. That was when the strange stuff started happening though, as a pale older man suddenly broke into the store. If the strange helmet and devices he wore wasn't weird enough, the fact that he was riding what appeared to be a gigantic mutated bullfrog. The man started screaming that his name was Dr. Animo and then he began to go into a cliché evil villain rant complete with a bad accent. Ben was about to step up and kick some bad guy butt until he noticed that the green watch was still on standby mode after his treasure hunt adventure. Begrudgingly, Ben stepped back as the only way right now he could go hero was if he used the red watch, but his fear of losing control stayed his hand.

Animo then went to the pet section of the store where Gwen and Grandpa Max was at, and Ben quickly followed after him hoping to keep his family safe. When the youngest Tennyson arrived on the scene, he was greeted by the sight of the mad doctor using the stupid looking device on his head to mutate a hamster and parakeet in the pet section that were right by where Gwen and Grandpa Max were standing!

Looking at his right wrist, Ben mentally groaned as the normally green dial was still flashing red to show it wasn't finished being locked up. Gwen's sarcastic reminder of how he'd blown it on diving for Sumo Slammers cards didn't help any either. Glancing at his left wrist, Ben looked at the fanglike plate of the red watch before shaking his head. No. It was too risky trying to use his other watch, especially with all the innocent civilians crowding around. Instead, the brown haired Tennyson looked around for anything he could use to fight off the zoo of freaks. Spying a motorized scooter and some discarded rubber balls, Ben's imaginative brain got a clever idea. Soon, Ben was able to distract the mutant hamster and sent it crashing into several aisles, trapping it.

Animo cackled, "Young fool! No one can stop me from turning Washington D.C., into Washington B.C.!"

With that, the doctor got off the bullfrog and grabbed onto the back of the giant bird and flew out of the megamart. The store's manager came to thank the young man who helped save his store from further destruction, but before Ben could take up his offer on a reward (preferably of the Gold Sumo Slammers card kind), Grandpa Max was yanking him up by the waist and carrying him out of the store with Gwen following close behind. In the Rust Bucket, Ben moped about his lost chance at getting a reward, thinking that his hero work deserved a little compensation now and again. Grandpa Max, however, chided the young man and said that being a hero wasn't about getting things and that it was the heroic deeds themselves that were their own reward. Meanwhile, Gwen did some research on Animo from her laptop and found he was a renowned genetics scientist until his unorthodox and inhumane experiments in the field of genetic mutation prevented him from receiving some sort of big shot scientist award, causing him to go off the deep end.

While the group tried to figure out where the mad doctor was going next, it was surprisingly Ben who put all the pieces together and told them their next location: the history museum. As Grandpa Max sped there (and probably broke some of the already shaky traffic laws in D.C.), Gwen turned to her cousin and asked him something that had been bugging her since the fight at the store.

"Hey doofus, why didn't you just use the red watch to take on those horror show wannabes? If you did that, I'm sure Animo wouldn't have gotten away and we wouldn't need to be chasing him now," she said.

Ben unconsciously rubbed the wrist said watch was on and said hesitantly, "I…just don't want to lose control again. I mean, what if I turned into something even bigger and nastier than what I did before and couldn't control myself again? I could really hurt someone and that…frightens me." He whispered the last part, but the other two Tennyson's heard him regardless.

Gwen was actually surprised her bone-headed cousin admitted to being afraid of something and actually having the consideration not to try something potentially dangerous. Grandpa Max, however, gave a thoughtful frown.

"I know it isn't something to be taken lightly Ben, but someday soon you're going to have to use that watch again," seeing the looks his grandkids were giving him, the former plumber elaborated, "As far as we can tell, that watch seems to be as permanently stuck to your wrist as the other one is. Not only that, but something like at the store may happen again where you're going to be stuck between choosing to either use the watch, where something bad might happen, or stand back and do nothing, where something bad would most likely happen. We all have to make tough choices like this in life Ben, where sometimes you have to take a leap of faith in order to be the hero. Besides," at this he gently smiles at his grandson and says, "I believe in you, Ben. I know that no matter what either watch does to your body, inside you're still Ben and you will always try your hardest to do what's right." (1)

Ben gave a somewhat weak grin up at the older man and said softly, "Thanks Grandpa."

Before long, the Rust Bucket pulled up to the museum and rushed inside. What they found was shocking to say the least. Apparently, Animo had upgraded his mutation device and it could now resurrect dead animals, as evidence to the Wooly Mammoth charging their way. Thinking fast, Ben slammed his hand on the now unlocked green watch. There was a bright flash of light and when it faded, an alien hero was standing where the young boy once stood. This alien was bright red in color and was both tall and muscular. However, one of the things that stood out the most from the hero was that he had four arms and eyes, thus the reason why he was named Fourarms.

Fourarms tackled the reanimated mammoth and the two were soon in a life or death wrestling match. They crashed through both walls and exhibits, resulting in millions worth of property damage. As this was happening, Gwen and Max followed Animo only to find him reanimating a T-Rex skeleton into a living, breathing Tyrannosaurus! Riding the dinosaur like a steed, Animo broke out of the museum claiming things like 'Vengeance shall be mine!' and 'I will get what I deserve!' (2) However, as he was leaving the mutated parakeet snagged Gwen in it's claws! Fourarms jumped after it and was able to catch the oversized chicken, but he lost his grip and fell to the ground right before he turned back into Ben.

Fortunately, Grandpa Max pulled up with the Rust Bucket immediately afterwards and the two gave chase in the hopes of saving Gwen from becoming bird food. On the way, Max showed Ben a news article Animo dropped which showed his intended target: the awards ceremony for the same award he was denied. In a matter of minutes, they were able to find both Gwen and the bird on top of the Washington Monument, with Gwen hanging on for dear life while trying to call for help on her cell phone. The green watch was ready to be used once more, and Ben eagerly slammed his palm on the dial. In his place now stood a human sized insect with large buzzing wings, four eyes on long flexible stalks, and an odor that could knock out a skunk. This was the Ben's alien: Stinkfly.

Stinkfly was able to shoot up and nab Gwen out of the air the second she started to fall from her position, to which she was extremely grateful (in her own way). What followed was an aerial game of cat and mouse between Stinkfly and the mutant bird, with Gwen along for the bumpy ride. Things were looking bad for the cousins before they noticed Grandpa Max reaching out of a window on the Washington Monument. Understanding the cue, Stinkfly flew past the area and was able to drop Gwen off into their grandpa's waiting arms. With Gwen out of harm's way, Stinkfly was now able to focus on taking down the immediate threat of the bird. Once the bird was incapacitated, Stinkfly flew off at impressive speeds to find and take down Animo. He found the mad doctor at the convention center where the awards ceremony was being held, with Animo holding the civilians there at T-Rex point. The bug-like hero tried to tackle the overgrown lizard, but was easily knocked to the ground where he unfortunately timed out and went back to Ben.

It was there that Ben noticed the Gold Sumo Slammers card just lying on the ground and he couldn't believe his luck before he heard a man's scream. Turning, Ben saw that the T-Rex had one of the scientists dangling from his mouth. Groaning at the loss of his chance to get the card, Ben knew it was his duty to take action. Looking at the green watch, he saw it was still on standby mode and probably wouldn't be ready for another few minutes. Gulping, Ben stared uncertainly at the red watch before another scream from the scientist hardened his resolve. Hoping beyond hope that Grandpa Max was right about the watch and that he wasn't making a huge mistake, Ben turned the dial before slamming his hand on it. A large flash of red light filled the room and when it faded, Ben's new form was shown.

The creature that was formerly a ten year old boy was enormous, easily as large as the T-Rex was if not larger and even more vicious looking. It had a segmented purple and gray body with a red head that ironically resembled a Tyrannosaurus with a horn on its forehead. It had four legs and six small arms with two clawed fingers on them, and last but not least it wore a red spiked collar with the symbol of the red watch on it. The beast let out a roar that shattered several windows before taking a step forward that caused the entire building to shake.

The T-Rex, who had tossed the scientist up into the air in order to eat him suddenly found itself being smacked to the side by a large and heavy tail. The scientist, instead of being eaten found himself landing on a large, clawed paw. The man looked up and nearly fainted at the huge alien creature that was currently holding him. However, instead of killing him, the beast's eyes flashed from red to green as it gently laid the man on the ground where he promptly bolted for the nearby exit.

Animo, who was recovering from nearly falling off his mount after it was slammed by what was formerly Ben, saw the beast and gasped out, "W-what in the world is that?!"

The dino-insect hybrid turned towards him and spoke in a deep, booming voice that almost sounded like a roar, "The name's Tyrannopede Ani-dork! And I'm gonna make you lunch!"

With that, the now named Tyrannopede gave another loud roar (shattering the remaining windows) and charged at the dinosaur riding scientist. Freaking out, Animo screamed to his mount, "Fight him my pet! Show that abomination what the true king of dinosaurs can do!"

The T-Rex, obeying its master's command, charged at the alien as well. The two met with such a display of force that a small shockwave spread out from them, causing some debris to go flying. Tyrannopede suddenly opened his jaws wide and bit down hard on the T-Rex's shoulder, making it screech in pain. So intent in their struggle that no one noticed the mouth-like dial on the alien's collar suddenly flashed red before it stopped (3). The slightly larger dinosaur like figure started shaking the reanimated reptile around like a dog with a chew toy, only for his eyes to widen slightly and spit the T-Rex out in disgust.

"Blegh! Ugh, you taste like old leather wrapped in gym socks!" Tyrannopede yelled in a surprisingly childish tone while trying to wipe his tongue with his multiple arms.

Doctor Animo was seething as he once again recovered from nearly falling off his mount. "You insolent cur! I'll enjoy dissecting your corpse!" With that he charged his mutation helmet and fired a beam of red light at the alien hero.

However, Tyrannopede showed that despite his size he was actually quite nimble as he dodged out of the way of the beam. The alien shot back, "You're not the only one with a horn that can shoot things!" Lowering his head, Tyrannopede shot a steam of sticky webbing out of the horn on his forehead that hit Animo right in the head, covering his helmet. Jerking his head back, Tyrannopede yanked the device right off of Animo's head and sent it crashing to the floor, breaking it.

"My transmodulator!" the villainous doctor cried in dismay as the flesh that covered the Tyrannosaurus suddenly started to evaporate as the device that reanimated it was broken. Soon, Animo was sitting on top of a T-Rex skeleton that went crashing to the floor. The crash caused Animo to drop the award he had stolen earlier from the ceremony and it broke on the ground just as easily as his helmet. "NOOOOO! MY AWARD!" Animo screamed like a wounded animal.

 **Timeskip**

Ben watched as Animo was led away by the police, screaming about how it wasn't fair and that he deserved his award. The young hero couldn't help but realize that was kind of how he had been sounding about wanting to be rewarded for being a hero and swore to himself to never allow himself to get that bad. Shortly afterwards he met up with Gwen and Grandpa Max, who were aware of the situation thanks to the now nonmutated bird that had changed back as it tried to attack the two earlier. Ben ran up to the two with a wide smile on his face before giving his grandfather a big hug, much to the larger man's surprise.

Ben broke off the hug before showing them the red watch with a grin. "You were right Grandpa, all's I needed to do was trust in myself and I was able to control myself this time! I turned into this awesomely huge dino-bug thing and kicked Animo's butt! Now I've got twice the amount of alien heroes I can choose from."

Grandpa Max smiled down at his grandson before ruffling his hair. "I knew you could do it kiddo. Congratulations!"

Gwen scoffed and said good naturedly, "You might be twice the hero that you were before, but you're still a doofus!"

Ben shot his cousin a smirk and quipped, "Jealous much, dweeb?"

Grandpa Max jumped in before another argument could develop and said, "Now now kids, don't fight. We just had a long day and I'd like to get back on the road before too long."

Ben nodded before he held up the broken helmet he had managed to salvage after the fight before saying, "Well I might not have gotten the Sumo Slammers card, but I got a cool souvenir!"

The Tennyson's laughed before heading off to the Rust Bucket, each wondering what new adventure this summer would bring.

1\. I'm not usually one for writing big dramatic speeches, but as far as this goes I think I did somewhat okay.

2\. If you can't tell from this chapter, I don't really have a high opinion of Animo. That guy basically uses every supervillain cliché ever made and that makes him rather pathetically predictable.

3\. This will be an important plot point later on. Remember this moment.

 **AN:** Long time since I last updated this, huh? Well fear not, because in order to catch this story up some with my other works I'm going to make three, count 'em THREE, back to back updates of this story! That's right, there are two more chapters for this story coming up next! It might take some time though, because I do have real life obligations plus the need of a muse to keep the mojo flowing. I recently adopted a Chihuahua pup named Shadow, so that's been taking up a lot of my time. But! I have not forgotten about this or any of my other ideas and stories, so expect more on the horizon.


	3. Chapter 3

**Chapter 3**

"CANNONBALL!" Ben yelled in excitement as he jumped into the waters of the lake they were camping by. It had been a few days since D.C., and the Tennyson's had continued their summer vacation as planned with heroic deeds along the way. After his breakthrough with the red watch, Ben had been eager to start practicing with the new aliens, his previous fear forgotten. The hero in training had learned that the aliens in the red watch were all bigger, and in a lot of cases stronger and scarier than the ones in the green watch. As such, Ben still seemed to favor the green watch more as it gave him a more 'heroic' appearance to the public and less of a 'stuff out of nightmares' appearance. Still, Ben was confident in his abilities with both watches now and had even given names the red watch's aliens. Now though, it was more of a time for relaxing fun as Grandpa Max had promised a small fishing trip during their current stop in the morning.

Gwen rolled her eyes at her cousin's antics as he resurfaced from his cannonball into the lake. Ben cheered to himself for what was, in his mind, a perfect 10. "Perfect dweeb is more like it," she grumbled.

Ben waved to Gwen, "C'mon in! Water's perfect!"

Gwen scoffed, "Please, who knows what slimy, slithering things are in there," she shined her flashlight on Ben and smirked, "I rest my case."

Ben said tauntingly, "What's the purpose of camping by a lake if you're afraid to get wet?" To emphasize his point, the young hero splashed some of the lake water at Gwen who just narrowly dodged getting soaked.

"Knock it off midget!" Gwen snapped as she turned around to head back to the Rust Bucket.

Suddenly, Ben started splashing in the lake's water as if he was being dragged under. "H-hey! What the-?!" he choked out before vanishing under the blackish water.

"Very funny Ben," Gwen sighed as she knew this was just another one of her doofus cousin's practical jokes. However, a tone of worry crept onto her face as she turned back to the lake to make sure this wasn't an actual emergency. "I'm not falling for it!" She called out in a less than convincing voice before she noticed the bubbles fading on the surface where Ben once was. "…Ben?" she then called out in concern.

Just as she was starting to get worried, a slimy tentacle broke the surface of the water. Gwen shrieked in fright and shock as she was tripped backwards, her flashlight falling from her grasp and rolled across the dock. When the light came to a stop, it shined on the figure that had risen from the murky depths. The creature looked like a giant red octopus with a wicked black beak, bulging green eyes, and…a very familiar red collar with a fang like faceplate.

"BEN?!" Gwen growled in anger as she recognized her transformed cousin's new form as one of the aliens from the red watch; Vicetopus. An octopus like alien capable of traveling on both land and water that had enhanced strength and durability as well as the ability to spit blinding ink.

Vicetopus laughed in a garbled voice that sounded like someone laughing underwater. "Y-you should see the look on your face! Priceless" he said with mirth at his cousin's expense.

"You are so busted when I tell Grandpa!" Gwen shot back as she picked herself up and stormed back to the Rust Bucket.

Ben meanwhile was still laughing, clutching his stomach with several of his tentacles. "I can't believe she fell for it," he chortled as he wiped an imaginary tear from his eye before leaning back into the water, his buoyant body keeping him afloat. "A monster in the lake, how dumb can you be?" he chuckled before he suddenly felt the water shift behind him.

Turning around sharply, Vicetopus' eyes widened in shock as a large, dark shape suddenly rose up behind him from the water. "W-what the-?!" Ben gasped out before two large clawed hands suddenly grabbed him by his tentacles and pulled him under.

Once under the surface of the lake, Victopus was able to get a clear view of the creature thanks to his eyes being attuned to the black, murky water. The creature attacking him was easily twice the size of his current form and probably 20 times bigger than his human form. The lake monster had bulbous blue eyes, razor sharp teeth and claws, webbed hands and feet, a large finned tail, two tentacle like appendages protruding from its mouth, and the rest of its body was covered in tough, slippery hide like a prehistoric aquatic dinosaur. The beast let out a roar that sounded clearly even through the water as it raised one clawed hand to strike at Ben. In a panic, Victopus flexed his strong tentacles to pry the monster's hand apart enough so he could escape its grasp and dodge the blow.

"E-easy Godzilla! I'm not a snack, I taste terrible! Ask anyone!" Ben called out hoping that the creature would listen to reason. No such luck for the young hero as the beast charged at him with alarming speed for a creature that size. The monster's fanged mouth opened wide as the mouth tentacles snaked out to grab Ben and shove him in its mouth. Not wanting to know what it'd be like to be eaten, Victopus inhaled deeply before breathing out a thick cloud of ink right into the creature's face (1). The lake monster halted its assault as it tried in vain to rub the ink out of its face while simultaneously trying to cough up the ink that was squirted into its mouth. Seeing his chance, Ben torpedoed through the water up onto the shore, never noticing that his collar was once again flashing red after the creature had grabbed him (2).

Launching himself out of the water, Vicetopus landed onto the shore with a loud thump and quickly used his tentacles to drag himself away from the lake and towards the Rust Bucket, frantic to let his grandpa and cousin know what just happened. Yanking the door open with one of his tentacles, Ben squeezed as much of his bulky form as he could into the camper while gasping from the adrenaline rush. His eyes quickly looked for his two relatives and found both of them in their respective beds, either asleep or close to it.

"I…was just…attacked! Monster…in the lake!" Ben gasped out as he tried to calm his racing heart, only to have a pillow smack him in the face.

"Hello, current events: you already pulled that joke," Gwen snapped irritably from her bed while staring at her transformed cousin.

If it was possible for a giant alien octopus to whine, Ben managed to pull it off as he said, "But I'm not kidding this time!"

"C'mon champ, jokes over," Grandpa Max mumbled sleepily from his bed.

"But…I…" Victopus tried weakly.

"Get some sleep Ben," Grandpa Max ordered as the boy's collar started beeping. "We gotta get up bright and early for our fishing trip," he finished just as Ben turned back into his human self in a flash of red light, causing him to stumble and fall onto his back in defeat.

The next day finds the Tennyson's heading down to the fishing docks while Ben tries to tell his relatives once again about his encounter with the lake monster. However, Grandpa Max assures Ben that it was likely just a big fish, though the young hero knows that isn't true. Gwen shoots at Ben that he should just give it a rest and in retaliation, the youngest Tennyson shoves a handful of live worms that are to be used as bait into Gwen's face and asks slyly, "Breakfast?"

"Ben, gross!" Gwen cried as she quickly backpedals from the worms. Once she learns that said worms would be used during their fishing trip, the redheaded Tennyson opts to sit out from the fishing trip and instead catch some sunlight for her tan.

After Gwen leaves, Grandpa Max introduces Ben to the man who would be driving their fishing boat for the day; Captain Shaw. The captain was a grizzled, middle aged man who looked and spoke like a cross of Captain Ahab and Quint from the Jaws film. The man showed little patience as he quickly ordered the grandfather-grandson duo onto the boat. Shaw was shown to be a man of few words as he basically ignored Max's attempts at small talk, but he started to open up to Ben when the 10 year old started looking for and talking about the monster he had seen the previous night again. Shaw told the young hero that the beast was called the Krakken and that he himself had been tracking it for a long while now, which has given him a somewhat less than favorable reputation with the locals. The captain then offers to drive to where he had seen it, and after much pleading on Ben's part, Max agrees. Grandpa Max then warns Ben not to take Shaw too seriously, but Ben ignores this as Shaw had so readily agreed with the boy while his own family had dismissed his claims.

However, the fishing party is stopped outside the area due to it being roped off by official looking quarantine equipment. Just as the captain is about to ignore the warnings, another boat pulls up beside them and a man named Jonah Melville, who informs them that their organization Friends of Fish was conducting an environmental study and that they needed to turn around. Max agrees to do this and, since this trip was being chartered by him, Shaw reluctantly agrees. As they are being escorted back, Shaw's sonar suddenly picks up a large object heading towards them.

Both Ben and the captain correctly assume it's the Krakken and, soon enough, the beast itself swims past them to the dock area. Realizing that Gwen and the other civilians at the dock are in danger, Max has Shaw blow his horn to warn everyone about the approaching danger. Meanwhile at the dock, Gwen was enjoying the peace and quiet…right up until a gigantic lake monster surfaces and starts to attack the docks. Fortunately, no one is hurt by this, but Gwen and several other people were sent into the water with the Krakken! Acting fast, Ben hops into the water and slams onto his green watch, hoping to get his water-based hero: Ripjaws. However, the watch seemingly malfunctions and instead, Ben is turned into the fast, raptor like hero XLR8.

Using his faster than sound speed, XLR8 is able to run across the water of the lake and get all the people in the water to safety. It is at this point that the Krakken has turned away from the dock and begins to attack the Friends of Fish boat when it notices them trying to escape. With a quick burst of speed, XLR8 arrives just in time to scare it away. The beast wasn't done, however, because the Krakken returns to grab a crate marked CANNERY, sitting right on the boat's deck. Jonah tries to force the creature to let go of the crate and is nearly dragged overboard if it wasn't for XLR8 arriving in the nick of time and attacks the creature with some lightning fast jabs and kicks. It leaves, and the alien hero questions Jonah for the crate's importance. Jonah, however, is evasive about the contents of the crates, saying that it is their lunch. XLR8 is extremely confused for Jonah being that desperate to save lunch, but immediately ignores it when the Krakken comes back and grabs the crate. Just as Ben is about to pursue, his watch symbol on his chest then signals timing out, immediately leaving Jonah upset. XLR8 runs as fast as he can back to his boat, but reverts before making it on board. Max notices Ben and tells Shaw that he is overboard, interrupting his process of aiming a harpoon directly at the Krakken. He gives up, and promises to get it next time.

Later that night, everyone is packing up and leaving. Ben tells Gwen and Max that he and Shaw were right about their sightings. Max still thinks that Shaw is crazy, and wants Ben to stay away from him. Ben wants to help Shaw catch the Krakken, but Max insists that he should leave it be. Shaw then passes by, insulted by the Friends of Fish for shutting down the whole lake. He insists that it won't stop him from catching the Krakken. Ben, wanting to help, decides to take matters into his own hands and sneaks aboard Shaw's boat without telling either Grandpa Max or Gwen.

Shaw, finding the young Tennyson, doesn't seem bothered by the fact and allows him to join his monster quest. Upon reaching the spot they had tried to reach earlier, Shaw prepares himself to dive in and look for the Krakken, calling himself "live bait". Ben insists that he should go with him, but Shaw calls his harpoon gun the only companion he needs. Shaw jumps overboard, and he finds a giant egg in a nest. He studies it, and noticed something behind him. He fires a harpoon, only for the figure to dodge. As it got closer, it was just Ben. Shaw shows Ben the egg and then swims back up.

Back at his boat, Shaw finds an armed speedboat parked right next to his. He boards back onto his boat, and three men in diving gear pull him up to interrogate him. Shaw admits that he saw nothing, so the man knocks him out. Upon removing his mask, it turns out to be Jonah. He has his crew drag Shaw on his boat to question him further at the cannery. Ben wants to help, but finds that his green watch is still on Recharge Mode. Jonah activates a tracking device and tosses it into the water where the nest is. He then throws a bomb onto Shaw's boat, making Ben's situation worse. Deciding that it was time for 'no more Mr. Nice Guy', Ben activates his red watch and slams on the dial. Jonah and his men head for the cannery, and they notice something off. A thick, yellow fog started coating the area and made visibility close to zero. Unseen by the poachers, Ben in his new alien form was swimming up to the boat like a crocodile would.

Ben had decided to name this new form Buglizard due to the fact it had the body shape of a lizard but the eyes and climbing ability of a bug. Buglizard was white, red, and black in color with four green eyes, two on either side of his head. He also had sharp teeth and gums that protrude from his jaw, and a row of red spikes leading down his spine. Buglizard walks on four legs ending in three sharp red claws each, and had a thick tail protruding from the end of his spine. To top it all off, the transformed Tennyson had the standard red, spiked collar from his neck.

Ben couldn't help but smirk as much as his protruding jaws allowed him to. Thanks to the fog his breath could produce, the bad guys were sailing blind right now while he had perfect visibility thanks to his enhanced sense of sight and smell. Figuring he'd give these creeps a well-deserved scare, Ben used his powerful tail and bumped the back of the boat, causing it to do a boat's version of a wheelie. The men onboard shouted and tried to stabilize the ship while Buglizard climbed onboard the back of the ship. Seeing the still out cold Shaw, Ben carefully lifted the man onto his back and got ready to go back into the water when there was a crack and a bullet impacted the deck in front of the transformed hero. Turning, Ben saw Jonah and his men wearing infrared goggles, allowing them to pinpoint the lizard alien from the heat produced by the unconscious captain.

"Going somewhere, freak?" Jonah mocked with a smirk on his face as his men pulled out various guns and tapping tools. Narrowing his eyes, Buglizard leapt off the ship and into the water before swimming away at breakneck speeds. While Buglizard wasn't his most aquatic alien, it got the job done as the men started scrambling to turn their boat around. This wasn't to last, however, as Jonah got onto one of the boat's gun turrets and opened fire, peppering the area with bullets. Ben, mindful of his passenger, was able to duck and weave between the shots. Unfortunately for Ben, the faceplate on his collar started flashing and, knowing his time was limited, gave a large leap out of the water and landed in one of the trees surrounding the lake just as his watch timed out, leaving Shaw and him stranded on one of the tree's branches. The youngest Tennyson quickly pulled the man into the shadows of the tree branches as the hunters began using a search light over the area. After a few moments, Ben thought he was in the clear before he heard Jonah ordering his men to 'light up the area'. Not wanting to be a sitting duck, Ben glanced at his two watches and was relieved to see the green one was fully recharged. Quickly selecting one of his aliens, Ben slammed his hand on the watch.

In a flash of green light, Stinkfly soared out of the trees, and unconscious Shaw gripped in his multiple arms. The villains soon gave chase once more, trying to take the giant bug alien down. However, just as it looked as though the evil men might catch up to them, the Krakken suddenly surfaced, forcing Jonah to abandon the chase.

Stinkfly headed for dry land, while carrying Shaw. In a show of irony, the green watch begins to time out. In a stroke of luck, Ben gets close enough before reverting to reach the awning of the RV. In the RV, Ben explains the reasoning behind the Krakken attacks, Jonah has been stealing her eggs, and she was only protecting them. Gwen then finds information on Jonah, and they find out that he hunts rare animals and sells them to the highest bidder. Ben wants to get the eggs back, but Shaw is only focused on capturing the Krakken. He says that he has a spare boat at the docks.

They reach the docks, while Gwen calls the police. Shaw unties the boat, and the team leaves him behind. Shaw becomes annoyed, but quickly spots a simple rowboat to replace it. The team of Tennysons head towards the area the poachers called the cannery, which is a seemingly abandoned fishing warehouse on the lakes edge.

At the cannery, Jonah has already retrieved the egg using a miniature sub. His henchman is loading it into a large container with a second egg. The trio arrives as he gloats over how much money they're going to make with the eggs. Ben sends Gwen and Max up to find the eggs, while he stays behind to deal with the poachers. He turns into Ripjaws, which is a somewhat amphibious alien that looks like a cross between an angler fish and a human. The situation soon escalates, however, as the Krakken shows up to save her eggs. The poachers attempt to shoot it off, only to find that it's too durable to hurt. They flee, and one is knocked into the water. Jonah heads to the minisub to fight the Krakken, only to have similar luck. Ripjaws hops out of the water to assist the Krakken.

Inside the cannery, Gwen and Max sneak around in an attempt to catch one of the henchmen off-guard, who was currently arming himself for the Krakken. As they sneak in, Max makes use of hand signs, probably associated with some sort of government training. Meanwhile, the poacher who was in the water climbs back up and finds them. Despite being at gunpoint, Max threatens the poacher, asking him if he'd like to do things the easy way, or the hard way. The Krakken's tail pokes through the building at the right moment to provide a distraction, allowing Gwen and Max to ride on hooks attached to the ceiling. As they pass by the poacher, the Krakken's tail sends him back into the water. The second poacher is knocked out through a team effort by Gwen and Max, with Max kicking the weapon from his hands, and Gwen landing on his face.

Ripjaws and Jonah continue to fight over the eggs, dodging attacks from the Krakken as they do. Jonah's minisub proves to be formidable, possessing several devices meant specifically to be used on aquatic creatures. Ripjaws finally catches a break when they end up at Shaw's sunken boat. By using the anchor, Ripjaws is able to fight Jonah off, and eventually removes one of the limbs of his minisub. He then takes the eggs back to the Krakken's nest, appeasing it. Jonah attempts to steal the eggs again and the Krakken bites his minisub in half. Jonah then attempts to stab the Krakken, only to have his knife break. The Krakken almost eats him, but Ripjaws stops her and she goes back to her eggs. Ripjaws knocks Jonah out and leaves him hanging from some wreckage for the police to find him.

Max is glad to see Jonah arrested. At the same time, Shaw shows up in his rowboat, claiming to have caught something. On closer inspection, it is Ripjaws. As Shaw gloats about what he claims as one of the Krakken's offspring, Ripjaws reverts to Ben. Max points this out, confusing Shaw.

The next day, the Tennyson's leave off for another adventure, leaving the nesting lake monster be.

1\. I know Victopus wasn't shown to have ink based abilities, but thanks to the miracle that is FanFiction, I'm able to take a few creative liberties. Besides, he's an octopus. It's practically a rule that they all have some form of ink attack.

2\. Again, pay attention to this. It'll become important later on.

3\. I'm going to alternate between calling Ben by his real name and his alien name when he goes hero both to remind readers which form he's in but also to show that it is still Ben and not some other character.

4\. Not a lot of dialogue this chapter, but I was kind of struggling with writing this so I stuck to mainly writing out the action sequences. I hope this is okay, and I'll try to lay off doing this too much in future chapters.

 **AN:** Sorry if this is a little later than I had anticipated. I've been working on a couple joint stories with some fellow authors, as well as some personal issues that needed to be dealt with before working on the latest chapter of Twice the Hero. I have a few announcements that I'd like to make regarding the future of this story. For starters, there will be one more update of this before I go back to updating my other continuous stories, and it should hopefully be up within a couple weeks to a month pending on my schedule. The next thing I'd like to get out is that there will be a couple of episodes from the original Ben 10 series that I plan on skipping due to being either non-canon (like Gwen 10) or completely ridiculous (like Merry Christmas) that I both don't feel comfortable writing and also are pretty much irrelevant to the actual plot of the story. However, in order to make up for this I plan on making a couple of my own original 'episodes' in the future, so please look forward to that. The last major announcement I'd like to make is that I plan on taking this story up until the end of the original Ben 10 series, but then I'm probably going to wrap it up there. If someone else would like to take the story up to write Alien Force and beyond, I welcome you to do so as long as you ask me first through either PM or Review.

At any rate, I hope you enjoyed this chapter as I tried keeping it as original as possible while at the same time keeping some canon elements for your reading pleasure. As always please Read, Review, and Enjoy!


	4. Chapter 4

**Disclaimer:** I do not own Ben 10. It is owned by Cartoon Network and its affiliated parties.

 **Chapter 4**

Ben couldn't believe his rotten luck. After foiling an attempted robbery at an ice cream shop they had stopped at, courtesy of Ben's technology assimilating alien Upgrade, he learned that their next stop on their road trip was visiting his boring great aunt's home in the middle of nowhere. Apparently, his great aunt Vera wanted to move away from everything after retirement, and living in a small retirement community near a desert is about as 'away from everything' as one can get. It didn't help that Gwen actually _liked_ visiting Vera, but Ben deduced that it was because she's so much of an old lady already.

When they arrived at the community, however, Ben noticed that some of the people there were acting strange. For starters, one of the old folk that was on top of a roof suddenly jumped down from it like a professional Olympic gymnast while another old man looked at them through his window and actually growled at them like a rabid dog. If Ben was more of a sci-fi buff, he'd notice the clear signs that something was wrong and that the Tennysons were in for some Invasion of the Bodysnatchers level weirdness. Since Ben's interactions with the TV mostly involved cartoons, however, he dismissed this strangeness as either the heat of the area getting to him, or the yoga instructor for this place was intense. Let it never be said that Ben Tennyson is the sharpest tool in the shed. His musings were cut short, however, as they arrived at Aunt Vera's house and Gwen decided to 'cool him off' with a squirt gun to the face.

Going into the house, Ben was immediately reminded of Grandpa Max's warning on how Vera was a cheek pincher as his face was painfully grabbed by an elderly woman that looked somewhat similar to Max. His mood was soon improved, however, as Gwen was soon given the same treatment. Later for lunch, the two cousins soon learn that apparently Max and Vera had similar tastes for 'exotic' cuisine, as they were treated to a jello mold filled with pork chops and cauliflower. The family makes small talk for a while with Ben telling Vera of his heroism during the summer which the elderly woman writes off as his childish imagination. It soon grew beyond boring for Ben as Vera and Gwen begin talking about different kinds of birds. Even the candy in the house couldn't help him because it was coffee flavored! Seriously, who wants coffee as candy?!

"Um…I need to use the bathroom!" Ben said hurriedly before closing himself in said bathroom and locking the door behind him. Now for stage two of his brilliant escape attempt as he looked at his two watches before settling on the green one. With a quick twist, a slammed palm, and a burst of green light, Ben became the alien he dubbed 'Ghostfreak'. Ghostfreak, as the name implies, looks like a classic white sheet ghost costume but spookier, with vein like black lines covering his body and one single, sinister pink eye poking out. Going intangible, Ghostfreak quietly leaves the 'old people's prison', but not before giving Gwen a scare involving using his voice in a seashell the older cousin was listening to.

Deciding to have some fun with what he had available (never minding that he might give someone a heart attack), Ben swipes a golf cart and began to drive around the community. To anyone looking, it would appear that either there was a runaway golf cart, or a vehicle that was driving itself. After some ghostly driving, the ten year old boy turned alien smelled something delicious and decided to go investigate. Ghostfreak was pleased to see a freshly baked pie on a windowsill to cool and was ready to enjoy himself (ignoring the fact he had no visible mouth) before a commotion inside the residence caught his attention. What at first looked like an old lady's attempt at swatting a fly quickly took a turn for the weird as the 'lady' suddenly leaped up like a grasshopper on sugar before sticking to the ceiling and actually _eating_ the fly like it was coffee candy!

Trying to wrap his head around what he just saw, which for even by his standards was way weird, Ben saw his Aunt Vera's neighbor Marty driving by in a golf cart. Normally this wouldn't be anything to be curious about, but because a) Marty was the one who roared at him earlier and b) there was a large rug wrapped up in the back of the cart that looked like it was wrapped around something and c) when the neighborhood sprinklers went off causing Marty to steer away like they were spraying acid, Ghostfreak decided some investigating was in order. Still invisible, Ben followed the man until he reached the community's dump. It was then that Ben's unease was justified as, instead of simply opening the gate and walking through like a regular person, Marty's legs just stretched like Stretch Armstrong's and he walked over the fence. Following the not-quite-what-he-appears-to-be old man, Ghostfreak saw him open up a secret entrance underneath one of the dumpsters.

Before any more detective work could be done, however, Ben's luck ran out as his watch started beeping before he went back to his human form in a flash of red light. Hearing this, Marty turned around, _just his head!,_ and saw Ben, causing him to let out a roar before giving chase.

"Oh man oh man oh man!" Ben panted in terror as he ran for his life. He quickly climbed the fence of the dump and ran for the golf carts, with 'Marty' following close behind like the T-1000 from Terminator 2. Climbing into one of the carts, Ben stepped on the gas and quickly pulled away from the area. Turning his head, Ben saw that Marty was still in pursuit like a track runner. "What kind of vitamins are these old people taking?!" Ben asked in a panic before turning his attention back to the road.

Just then, Ben noticed that Marty's arms had stretched out and were now gripping the sides of the cart, pulling the Tennyson back towards the Sr. Psychopath. Ben was about to lose it when he noticed the golf bag full of clubs next to him. Taking out a nine-iron, Ben whacked the stretched out arm which split like an overripe banana, chopping off the hand. Just when Ben thinks he's in the clear, he hears a thump on the top of the golf cart. Having seen enough horror movies to know where this was going, Ben began swerving the car just as the old man's stretchy arms started reaching for him from his place on top of the golf cart. So busy was the young hero in trying to shake off the man shaped thing that he didn't notice the concrete parking block in his path until he slammed into it, sending the golf cart flipping over onto the grass. Shaking off his disorientation, Ben barely had time to appreciate the fact that he wasn't killed in the crash before not-Marty started stalking towards him. Seeing this, Ben looked around for anything or anyone that could help him before his eyes landed on the red watch on his wrist and mentally slapped himself for forgetting about it in his terror induced panic. Ben was about to activate the red watch in order to become a giant monster alien and crush this guy when one of the strangest things of the day happened; one of the nearby sprinklers went off and not-Marty gave a hissing shriek before running off.

Ben was utterly confused. That…thing…had him dead to rights, yet he ran off because of a sprinkler? Figuring it was a question for later, Ben quickly ran back to Aunt Vera's house to tell his family what happened and hoped beyond hope they'd believe him this time. At Vera's house, Ben recaps his experience outside with the strange old people to Gwen and Max. Vera was asleep at the time, and Gwen points out that she was hurt emotionally when he snuck out of the house. Ben isn't concerned about her, saying she will forget because she is old, and continues to try and convince them that he's telling the truth. He then suggests that he should turn into Four Arms and try to check out Marty's home. Grandpa Max agrees, but says that he should just stay as he is, and comments about old people are not forgetful all the time.

They enter Marty's home, and the trio finds nothing. Ben does notice the spot where the rug should have been, but finds no other clue. They head back to Vera's house and Max tells Ben and Gwen to get some sleep, promising to Ben that they will continue their investigation tomorrow.

The next morning, Ben goes through the refrigerator, only to find bottles of prune juice. As Ben complains, Vera comes in the kitchen with an oddly blank look about her. She asked how they slept and comes to Ben only to pinch him on the cheeks, harder than before. Gwen offers her some coffee, and accidentally drops it on the floor. Vera immediately freaks out, jumps off the floor and braces her legs on the wall to avoid the mess in a move from American Ninja Warrior. She demands Gwen to clean it up and Vera asks where Max is. Gwen explains that he has gone out for an early walk. She then excuses herself and she tells the kids to behave. Once she leaves, Ben accuses her as one of the strange aliens as she was completely different from yesterday.

Ben and Gwen decide to go sneaking about in the neighborhood when Ben suggests going back to the dump where the trapdoor is. Ben and Gwen continue to head for the trap door, and as they walk, they pass by two old women seemingly playing shuffleboard. They see the kids, and the old women hit shuffleboard pieces at them like ninja stars. They avoid the pieces coming right at them, and run, only to find Grandpa Max. They find out that he is one of them as they try to explain what just happened when he stretches his arms out towards them and show his teeth have become greenish fangs. He chases them, and they find more old people carrying a car. They toss it to Ben and Gwen, but it misses and hits not-Max instead. Gwen becomes worried, but a greenish blob slides out from under the rubble and reforms back to Max's form, except with one eye replace with an inhuman eye.

Ben and Gwen finally arrive at the dump where the trapdoor is located. Gwen attempts to move the dumpster, Ben slams onto the red watch. A flash of light appears, causing the not-old people to shield their eyes. When they open them, they look up…and up…and _up_ at Ben's new form. Ben had become a giant worm-like alien with sharp teeth, a wide beak-like mouth, and a tail ending in a pincer like set of spikes. The alien possesses a lavender and orange hide, a white underbelly, grey spikes running down his back, and four red insectoid legs on each side near the front. Finishing it off was four green eyes, two on each side of the head, and the red spiked collar that was formerly his watch.

"SLAMWORM!" Ben cried in a booming voice as he slammed his spiked tail on the ground, causing a tremor. Undeterred by the human boy's large transformation, the not-old people advanced forward with their arms stretched out. "Get back you old people copies!" Slamworm ordered as he opened his beak and unleashed a torrent of acid like spit at the doppelgangers. With a hiss, the duplicates leapt away from the acid spit before advancing once more, though this time using their ninja jumping skills. Turning towards Gwen, who was still struggling with the dumpster, Ben growled, "Allow me."

With that, Slamworm took the dumpster in his mouth before flinging it at the old people look alikes, knocking them back once more before turning back to Gwen. "Get on!" Ben ordered as he gestured to his back. Not wanting to argue with the stories tall worm, Gwen got a boost from Slamworm's insect legs and got onto her cousin's back. Ben then focused on the trap door and used Slamworm's impressive burrowing skills to go through both the dirt and concrete like it was water.

At the bottom of the trapdoor, Slamworm and Gwen find a series of underground pathways. Hearing the doppelgangers following, they realize they are still being chased, so Gwen urges Slamworm to hurry up. Slamworm tunnels farther into the cave with speeds impressive for his bulk, but finds not-Max ahead of them at the fork of the tunnels.

Slamworm growls and charges at the faker after letting Gwen off, though not-Max was able to jump out of the way to land on the ceiling before launching himself down at the large alien worm. Not-Max lands on Slamworm's back and wraps his stretchy arms around his neck in an attempt to chock him. However, Slamworm rears up and scrapes his back against the tunnel's roof, forcing not-Max off of him. The changeling gets up from where he landed with a growl and began throwing punches at the larger alien. Thanks to Slamworm's thick hide, however, he doesn't even feel the blows and uses one of his insect legs to pin not-Max to the ground. He rears his head back and prepares to melt the imposter with his acid spit when he hears the fake Max pleading with him.

"You wouldn't want to hurt old Grandpa Max, now would you?" the shapechanger asked as he fixed his one eye to make him look like a perfect duplicate again.

Ben hesitates for just a moment and the enemy alien uses the opportunity to land a strong punch right in Slamworm's mouth, Ben's only weak point. Ben gags as he rears back, letting not-Max to slip out from under him. Seeing her cousin in trouble, Gwen climbs back on to Slamworm's back.

"Hey worm breath! Rule one, that isn't Grandpa; he's an alien freak! And that leads to rule two, which is we kick alien butt!"

"Got it!" Slamworm grunted before letting lose a torrent of acid spit. Not-Max jumped to avoid it, only to be met with the mother of all headbutts as Ben rammed his several ton body into him, sending the duplicate hurtling into the stone wall where he/she/it remained still. "Oh yeah!" Slamworm cheered before he felt some vibrations further into the cavern. "Hold on dweeb, things are about to get bumpy," Ben warned his cousin before shooting off down the tunnel and ignoring Gwen's screams to slow down.

However, the two were soon greeted by the sound of a familiar beeping as the collar started flashing red. Slamworm made one last push before turning back into Ben, sending the cousins hurtling onto the cold hard ground. Grumbling, the two picked themselves up before going further down into the caves. After a short distance, the two came upon a large opening where they found a startling sight!

In the cavern was an alien ship with hundreds of green pods surrounding it. Inside the pods are the real residents of the neighborhood, along with Max. Ben goes to Max's pod and frees him. Max was confused about the situation he was in since the last thing he remembered was going out for a walk. Gwen prepares to free the others, but the fake senior citizens catch up to them, telling them to stay away. The fakers unmask their true forms, appearing as tall, greenish blobs, with a pinkish organs, and yellow eyes, showing to be a species of aliens called the Limax. They come closer to Ben, Gwen and Max, and Gwen backs onto a wall, activating a hidden door. Inside their ship, they find many more pods in it. This worries the Limax, and tries to stop them as they had discovered their 'food source'. Seeing his green watch has recharged, Ben slams on it and turns into Heatblast, however, his choice was a mistake. He attacks the aliens, making them more powerful and they merge into one large Limax. The Tennysons discover that it was the heat of the summer desert was the reason for them being there in the first place.

Heatblast's powers are useless against the Limax, and his mistake has made him a dummy for them to throw around. While Heatblast fights, Gwen and Max get busy to unload the pods. The Limax spot what they are doing, and they attack Gwen first. They knock off the backpack she was carrying, and revealed the water gun she used earlier. They back away with fear, revealing their weakness to Gwen. She sprayed them with water once, and a part of them dissolved. Gwen alerts Heatblast for what she learned, and Heatblast shoots a fireball to break an overhead water pipe. The water above them was dissolving the Limax, and before the water harmed them any further, they sneak into their ship and left the planet. Max then suggests putting back the residents back to where they live, but Gwen states it could take time. Heatblast gives an idea of transforming into XLR8 to help.

The next day, the Tennyson family gives their goodbye to Vera. Gwen receives a gelatin mold containing ingredients that are just as odd as the first mold. Ben was the one who gave the idea. She then finally says goodbye to Ben, and hoped that his visit wasn't too boring. In fact, Ben says that it was the best. When he heads for the RV, she tells him to keep up the good work when fighting aliens. Ben wasn't quite sure if she's bluffing, but her laugh reassures him. They leave, and she smiles.

Maybe it was like Gwen said earlier; Ben was a magnet for the weird ever since he got the watches. Little did they know, it'd only get weirder from here on out.

 **AN:** Happy Easter everyone! A present for you is the last chapter of my three chapter binge of Twice the Hero! Now again its not so dialogue heavy, but I find it easier to write actions than dialogue. Hopefully when I write my original storylines for this story, I'll be able to get some original dialogue in there. Up next I'm going to work on Jealous Fox and my other stories, so hold on tight! May take some time as I have some collaborative work with some other authors I'm doing. Anyway, please Read, Review, and Enjoy!


	5. Chapter 5

**Disclaimer:** Ben 10 is property of Cartoon Network and its affiliates, of which I am not one.

 **Chapter 5**

Way above the Earth's surface, a large UFO hovered like a large bird of prey. On board the ship, an audition of sorts was taking place as three alien bounty hunters fought against the owner of the ships robots. The three proved to be more than capable as the robots were reduced to scrap in less than two minutes. A screen above the gathered mercenaries flickered on to show the owner of the ship, an alien overlord named Vilgax. While normally a fearsome figure who had caused countless atrocities across the universe, the squid like alien was currently hooked up to a life support system due to the injuries he received when initially attempting to steal the Omnitrix and Nemetrix. This did little to hinder the villain, though.

"Impressive," Vilgax rasped through his breather. "You're all hired. Your objective is to retrieve the Omnitrix from the planet bellow. The one who brings it to me will receive their reward." The screen flashed to show a picture of the Omnitrix, the green watch currently being worn by Ben Tennyson. Then, a picture of the red watch showed up next to it. "And if the Nemetrix is to be brought in as well, I'll double the reward. Do NOT disappoint me!" Vilgax finished in a threatening tone.

Soon, the three alien bounty hunters shot down to Earth in transport pods. Their names were: Six-Six, Kraab, and Tetrax. Vilgax went back to rest and recover from his injuries when one of his minions reported in to him. "A message for you, master." It said.

Normally, Vilgax would have ignored such trivial matters, but he was in a relatively good mood as he felt that the most powerful weapons in the galaxy would soon be his. So, he decided to humor whoever was calling him. "Very well, proceed," the tyrant rasped.

The computer screen next to him flickered to life and a slightly high pitched yet snobbish voice came through. "V-Vilgax! Have you had any s-success securing m-my Nemetrix?!" the voice stuttered.

Vilgax suppressed a groan but said in an icy tone, "No, Dr. Psychobos, whoever found your device is as elusive as the one who bares the Omnitrix."

The voice over the communicator scoffed. "P-please tell me you're joking! The c-conqueror of ten worlds, chasing his own t-tail on some primitive dirtball of a p-planet? If I'd have known you'd be t-this incompetent, I'd have sent Khyber to r-retrieve my device!"

Vilgax hissed, "Watch yourself, crustacean, least I crack you open the moment I'm fully healed!"

Psychobos' voice took on a more courteous tone, as if he'd realized he was pushing his luck with the tyrant. "N-now, now, let's not be too h-hasty! As I've s-said, the people on that p-primitive world are probably dumber than Galvans, so it will only be a matter of time before both the Omnitrix and Nemetrix are within our c-clutches. You do remember our d-deal, correct?"

Vilgax scoffed, "Yes, I retrieve the Nemetrix for you and in return you help me mass produce both devices for my own personal army, which we will then set upon Galvan Prime as our first target. Satisfied?"

"Immensely. I l-look forward to hearing b-back from you with the results of your b-bounty hunters,"

"Until then," Vilgax nodded before signing off. As soon as he was sure the call had ended, Vilgax growled, "Insolent crab. The second I have what I want from him, I will take great pleasure in cracking him open and having him for lunch!"

With Psychobos, the crablike doctor was having similar thoughts. "Hmph, simpleton squid! The m-minute he's served his p-purpose, I'll have him shot f-from the nearest airlock! And if he f-fails again, Khyber should be more than u-up to the t-task."

Meanwhile, dark times were ahead for our young hero.

 **Earth**

On the sandy roadside in an equally sandy desert, the Tennyson family was pulled over to get in some training for the youngest member of the group. Max put on the finishing touches of a makeshift shooting gallery/obstacle course before backing up and giving it a nod of approval.

"Okay Ben, whenever you're ready!" he called to his grandson.

Ben smirked as he slammed his head on the green watch, disappearing in a flash of green light before reappearing as an alien hero: Diamond Head. "Oh yeah," the diamond like alien grinned as he rolled his crystalline shoulders.

"Remember to think out there Ben," Grandpa Max advised as he went over to the controls for the shooting gallery. "Don't try and muscle it. Might isn't always right."

"I know," Ben said, obviously only partially listening as he transformed his arm into a crystal blade. "but it's always fun!"

With that, Max pulled a lever and the training began! Multiple targets sprang up and each time Diamond Head would fire a barrage of razor sharp crystals at them, nailing the targets multiple times. Off to the side by the Rust Bucket, Gwen scoffed as she applied sunscreen to her arms. "Showoff," she muttered.

"Focus Ben! Think!" Max instructed as he pulled another lever.

"Don't worry Grandpa!" Ben called back as he shot a few more targets. However, it was soon shown that Ben wasn't paying attention when one of the tire targets swung out and knocked him in the head. While it didn't hurt Diamond Head's durable skin, it did knock him off target, sending multiple sharp projectiles firing over the training field, causing both Gwen and Max to duck out of the way to avoid becoming Swiss cheese.

Ben laughed nervously as he knew he'd get chewed out for this later. "Whoops, my bad!" he shrugged.

Max just sighed before giving his grandson a hard stare. "We're talking about this later, young man."

Diamond Head gave another nervous laugh before, in a flash of red, he was Ben again. Looking over the equipment and seeing it wasn't too badly damaged, Max signaled to Ben, "Alright, before we head out I want to give the red watch a shot. And Ben, FOCUS!" he finished sternly.

Ben gulped at that but then grinned and brought his other watch up, already turning it's fanglike face to select an alien creature. Earlier, Max had decided that since both watches seem to work on some kind of timer, Ben needed to work on switching between the two watches when the former watch times out so he won't be left vulnerable. Thanks to that, Ben had really improved his selecting speed and was able to pick out a suitable alien in less than ten seconds before slamming on the watch's face. in a flash of red, Ben was replaced with what looked to be a cross between a rhino and a crab with rocklike skin.

"Crabdozer!" he roared triumphantly before charging at a rock based target. The large alien easily smashed through it, but due to his momentum couldn't stop in time when he saw the decent sized ditch located behind the rock. "Oof!" he grunted as he charged headfirst into the ditch and landed right on his rocky face. Looking up, Ben saw Max giving him a look of disapproval while Gwen was giving him a mocking smirk. Groaning, Ben was sure if Crabdozer could blush, he'd looked like a boiled crab right now. "Uhhh, I meant to do that!"

Back on the road, Gwen chided her cousin. "You rock head, you almost turned me into Swiss cheese!"

"I said I was sorry, what do you want from me?" Ben said petulantly.

"What I want Ben is for you to take things more seriously. Those things on your wrist aren't toys! You have to think when you use it," Max sternly stated.

Ben however, wasn't concerned as he'd already used both watches multiple times and, in his own words, 'kicked so much bad guy butt his feet hurt.' Gwen was far from amused and chided the younger Tennyson, saying that someday he'd get his own butt kicked and she hopes she's around to see it. Ben was less than concerned, but before the cousins could get into one of their more 'colorful' debates, the Rust Bucket started puttering out. As it turns out, one of Diamond Head's stray shots pierced the fuel line, and as a result Grandpa Max was required to do some maintenance. The group found themselves in a ghost town that was once a boom town. After his attempt to 'help' was turned down, Ben decided to go exploring while Gwen followed behind to make sure he didn't accidentally blow the town up. Seeing his dweeb of a cousin following him, the preteen hero got a devious idea.

Taking out his green watch, Ben fiddled with the dial and slammed on the face, not knowing that his actions alerted three hostile forces looking for what he carried. Back in an abandoned warehouse, Gwen continued her search for Ben, with said boy giving her a fright using his creepiest 'green' alien, Ghostfreak. However, not long after, the floor in the building went up in an enormous explosion! Walking out of the resulting dust was the mechanical crustacean bounty hunter; Kraab.

Ghostfreak wasn't concerned, however, thinking that this guy was just another chump looking to get his butt kicked. Floating over, the specter like alien looked over Kraab and commented, "Man, you put the 'ugh' in 'ugly'!"

Not bothered by the rude child in front of him, Kraab held up his pincer arm threateningly and demanded, "Hand over the Omnitrix and I promise you won't suffer…much!" (1)

"Dream on, cowboy!" Ben taunted before his eye shifted over to his back to look at Gwen as he asked, "What's he talking about?"

"Duh. What else would some alien come looking for you? It wants one of the watches, Einstein!" Gwen snapped.

"No need to get snotty about it, Ms. Know-it-all," Ghostfreak grumbled before turning his attention back to Kraab. "Sorry crabby, but the watch and I are kind of…attached."

"Not for long!" Kraab challenged as he snapped his claw threateningly.

"You have no idea who you're messing with," Ghostfreak hissed with a narrowed eye.

"I was just about to say the same thing!" Kraab snarked back.

No longer interested in mincing words, Ghostfreak turned himself invisible in order to sneak up behind the robotic bounty hunter. However, thanks to Kraab's thermal lenses, he was able to easily spot where the ghost alien disappeared to. Raising his claw, a hose in its center sprayed out an oil like substance that coated Ben and made him both visible and tangible once more.

"What happened?!" Ghostfreak cried out as he tried to remove the sticky substance.

"Your protoplasm is solidified, making it easier to do THIS!" Kraab responded before laying on a beat down on the young hero. After he was thrown to the other side of the warehouse, Gwen went over to her groaning cousin.

"Remember when I said I wanted to be there when you got your butt kicked? I take it way back!" she informed him.

Getting back up, Ben tried to attack Kraab once more, but he shot an energy bolt at the charging hero, causing him to fall back against another wall. Noticing that the controls for the lift Kraab just so happened to be standing on were right next to where Ben was thrown, Gwen called out, "Ben! Give him a lift!"

Understanding what his cousin was getting at, Ben reached over and pulled the lever, causing the lift, with Kraab on it, to go smashing up to the ceiling. Just in time too, as the Omnitrix had just timed out, leaving a dirty, bruised, and human Ben in Ghostfreak's place. Deciding it was best to retreat for now, the two Tennyson's ran back to where the Rust Bucket was parked. Once he was told what was going on, Max decided it was best not to stick around and loaded the kids onto the RV. Once they were driving away, Gwen was keeping a lookout for their crablike foe while Ben stated confidently that he'd beat him next time. However, Murphey's Law decided to be invoked as a buzz saw started cutting through the roof of the Rust Bucket. However, it wasn't Kraab who was their hitchhiker, but the heavily armed bounty hunter Six-Six!

The purple assassin tried to grab for the youngest Tennyson through the hole in the roof, but Max acted quickly and slammed on the brakes, causing Six-Six to roll of the RV and onto the road, where he was promptly run over by Max. The heroes then did the rookie horror movie mistake of getting out of the vehicle to see if the bad guy was down, only for Six-Six to get back up and glare at them through his helmet. Ben was ready to start another fight, but then the ground next to Six-Six split open, revealing Kraab as he leapt at his fellow bounty hunter with a cry of, "Remember me?!"

Deciding not to risk one, let alone two bounty hunters who could at any moment decide to team up on them, Max pointed to a nearby abandoned mine where they could try to hide an regroup. This proved to not be a wise decision as Kraab was apparently able to lose Six-Six and had followed them into the mine, demanding that they hand over the Omnitrix. Ben, seeing that the Omnitrix was still in its reboot stage, turned to his red watch. "Please give me something good!" Ben begged as he slammed onto the watch.

In a flash of red light, Ben disappeared and in his place was the first alien he ever turned into, Duplicat. Deciding that he needed to get his family to safety, Ben growled out to the two humans, "Get on!"

Needing no further prompting, Gwen and Max leapt onto Duplicat's back while the alien cat cloned itself, the doppelganger staying behind to face Kraab while the other took Gwen and Max to safety. Ben growled threateningly at the alien crustacean, who would have blinked if his metal face was capable of showing emotion. Then, he began to laugh.

"Heh, so you have both the Omnitrix _and_ the Nemetrix, eh? Lucky me, I just doubled my pay!" he cackled. "I'm going to enjoy skinning you, pussy cat!" he jeered while prepping his claw.

"Bring it!" Duplicat roared as he leapt at the bounty hunter. The large feline crashed into Kraab, sending the latter through one of the stone walls of the mine. With a grunt, Kraab tried to shake the hero off of him, but Ben used his razor sharp claws to hold on. Having enough of this, Kraab began rotating his upper torso like a spinning top, going faster and faster until the force was strong enough to throw Ben off. The feral hero went flying until his back slammed into a wooden beam. Yelping, Ben crashed to the ground before struggling to his feet, eyes glaring at his foe.

"What a pathetic excuse for prey! I honestly expected better with the amount I'm being paid," Kraab jeered as he prepared to fire his energy cannon again. With feline grace, Ben was able to leap out of the way of the blast, causing it to burn through the beam he had just crashed into. Noticing that it was one of several support beams to the particular section of cave they were in, Ben gained a clever idea. The Panuncian then split into three identical copies, each one going to a corner of the room. "If you're trying to confuse me, that won't work!" Kraab bragged as he fired multiple beams at all three Duplicats, his torso spinning so he could target each one.

Ben smirked as his idea had worked and, as one, the alien cats jumped out of the way, causing the blasts to hit the support beams behind them. The trio met in midair and fused back into one being before darting away from the area.

"Running away, are yo-huh?" Kraab was cut off as small pebbles started landing on him. Looking up, the bounty hunter saw that the section of ceiling he was under was starting to collapse. "Aw, sh-!" he cursed before he was buried in rubble.

'Maybe there is something to this planning thing after all,' Ben thought as he heard the controlled cave in behind him. Duplicat ran until he met up with his family and his copy, the two merging when they met. "I lost him, but I don't know for how long. What do we do, Grandpa?" Ben asked as the Nemetrix timed out.

Spotting the still functional mechanical lift nearby, Max ushered the kids over to it and they started to cross the wide ravine located in the cavern. Fate was not on their side, however, as Six-Six flew in and started firing at them. Ben then noticed that the Omnitrix was back up and running and, despite Max's warning, turned into Diamond Head and leaping at the incoming bounty hunter. The two plummeted into the ravine, much to the Tennysons' worry. They didn't have long to wait, as soon Six-Six used his jetpack to blast both himself and Ben out of the ravine. Diamond Head held on, but the weapons master wasn't making it easy, slamming into nearby rock formations on the way up. The two crashed onto the ground, and Max told Ben to follow them but the young hero insisted on staying behind to take the bounty hunter down. This proved to be more difficult than anticipated with the arrival of a very irritated and scuffed up looking Kraab.

Despite their differences, the two bounty hunters worked well together in picking apart Diamond Head's attacks and laying him out. However, just as it looked like the two had won, an orb rolled onto the scene and began emitting smoke, which showed to be a form of knockout gas as both Kraab and Six-Six collapsed. The orb was shown to have been used by the last bounty hunter; Tetrax. The masked being got on his hover board and grabbed Diamond Head before flying off. The two flew out of the mine where Tetrax roughly threw Ben to the ground.

"Billions of beings on this planet, and the Omnitrix winds up with a fool hardy youth!" Tetrax sneered down at the young hero.

"Well, like I told your buddies, this thing doesn't come off! I've tried," Ben bit back as he stood up.

"Of course it doesn't," Tetrax reprimanded. "It's power utilizes alien DNA that binds to the host's own genetic structure. It cannot be removed as simply as taking off a hat!" With that, Tetrax easily dodged Ben's sneak attack and sent the young hero to the ground once more. "You're choice of warrior relies solely on brute strength, without regard to any strategy. Do you ever pause to consider your actions at all?"

"Hey, I've kicked my fair share of-" Diamond Head countered as he tried, and failed, to land a blow against this new threat.

"Such as your success in the mine shaft against the bounty hunters?" Tetrax asked mockingly as he dodged another strike.

"It was two against one!" Ben defended.

"You were moments away from losing your life, and the Omnitrix," Tetrax reprimanded as he casually dodged and countered each of Ben's moves. "Victory should have been swift and effortless!" With that he knocked Ben to the ground. "The Omnitrix isn't something for your amusement! It is the most powerful weapon in the galaxy! The key to the struggle between good and evil!"

"And whose side are you on?" Diamond Head groaned as he got up.

"You're still alive, aren't you?" Tetrax asked.

Ben's eyes widened. "You're a good guy?"

"My mission is to retrieve the Omnitrix at all costs. Since it is attached to you, I'll bring you back for its removal before I continue the search for the Nemetrix," Tetrax explained.

"Oh no, I'm not going anywhere!" Ben growled.

"It's not your choice," Tetrax stated.

"It is now!" the young hero cried as he tackled the disguised bounty hunter. However, Tetrax was easily able to overpower Ben and throw him once more.

"It's disturbing how little you know of this alien's strengths and weaknesses. You barely scratched its true potential!" Tetrax chided.

"And what makes you such an expert?" Diamond Head snapped.

In a move that surprised the youngest Tennyson, Tetrax removed his mask to show that he was the same species as Diamond Head! The two were almost identical! Ben commented on this, but Tetrax countered that he was a proud warrior while Ben was an impulsive annoyance. It was at this moment that the Omnitrix timed out, reverting Ben back to his human form.

When he saw the red watch on Ben's other wrist, Tetrax's eyes widened as he said, "I see you have found the Nemetrix as well. You either have the greatest fortune in the world or the dumbest of luck."

"What do you mean?" Ben asked.

"The Nemetrix was made to counter the Omnitrix by a rival of its creator using the DNA of the galaxy's deadliest predators. It was discovered that any sentient being who used it would lose their mind to the base savagery of the predators it contains. However, it was theorized that if used together with the Omnitrix, it would help the user keep their mind while using both devices. It was never tested, but since you seem to have all your mental facilities, such as they are, I take it was a success. Nevertheless, it makes my job easier as recovering the Nemetrix is as important, if not more so, than recovering the Omnitrix as the Nemetrix can be extremely dangerous to any who wield it."

Shaking his head, Tetrax picked up Ben by the scruff of his shirt, despite the boy's protests, saying, "We have wasted enough time."

As he went to his hover board, Tetrax found that it was being held by a smug looking Kraab, with Gwen and Max being held hostage by Six-Six. The two decided to split the reward while teaming up against the heroes. As Kraab opened fire on the two, Tetrax shielded Ben using his diamond hard body and ran into one of the nearby buildings. Ben insisted on going back out to save them, but Tetrax insisted that keeping the Omnitrix safe took priority. Ben, being the hero that he was and as someone who loved his family (no matter how annoying Gwen got), disagreed with this logic. Tetrax ignored this and ordered Ben to stay where he was while the bounty hunter went to retrieve his hover board so they may leave the planet. The diamond warrior leapt out of the building and went to engage Kraab and Six-Six. If there was one thing Tetrax should know about Ben, is that he doesn't follow orders well.

While Tetrax was easily able to hold off both villains easily enough, Ben noticed that the Omnitrix was back online. He considered both watches carefully, thinking about going to one of his stronger aliens to crush his foes easily. Then he remembered the advice both Grandpa Max and Tetrax gave him, that might doesn't mean a victory. He then remembered how he was able to easily defeat Kraab back in the mine using strategy. With this in mind, he came to a decision and made his selection from the Omnitrix; Grey Matter, the weakest yet smartest of his aliens. Kraab, sneaking away from the fight, spotted where Ben went to hide and crushed the table, only to find nothing there. In the rafters, Grey Matter jumped onto Kraab, searching for a nerve cluster in Kraab's armor. He found and ripped it out, causing Kraab's armor to go haywire and shut down.

Elsewhere, Six-Six eventually gained the upper hand on Tetrax. Seeing Grey Matter drew Six-Six's attention and he attempted to fire a missile at him. Max, seeing his grandson in danger, jumped onto the assassin's back to stop him. Six-Six quickly threw him off and prepared to slice through his attacker with an energy buzz saw. This provided enough of a distraction for Grey Matter to hop on his back. Tetrax complained about the interference, but Grey Matter ignored him and started pulling nerve clusters in Six-Six's armor, resulting in the same haywire behavior as Kraab. Six-Six's jet-pack fired up and took the two on a short ride, crashing through the supports for a water tower in the process. Six-Six's armor then shut down and he landed near Kraab, giving Grey Matter enough time to move out of the way of the falling water tower.

Kraab muttered, "I hate this planet," before they were both crushed.

With the hunters defeated, Tetrax contained the two in a cube that trapped and shrank them. When Ben pointed out the two watches, Tetrax told him that they were in good hands since Ben proved himself to the diamond warrior. He then gives Ben his hove rboard as a gift. Ben was excited yet confused, thinking that Tetrax needed it to get home. Tetrax explained that that was selective disinformation, which Gwen translates for Ben saying, "he lied". Tetrax then activated a teleporter and disappeared. Once he was gone, Gwen asked Ben why he always gets all the cool alien stuff. Ben smugly claimed it fits his personality with Gwen sarcastically agreeing, and then covers Ben's head in sunscreen, saying that she didn't want his big head to get sunburned.

On Vilgax's ship in space, Vilgax watched as Tetrax leaves. His subordinate confirms that the mercenaries don't have the Omnitrix with them, leading Vilgax to believe that whoever possesses the Omnitrix must be as clever as they are fierce, but isn't deterred.

"I won't be denied!" he hissed acidly.

Only time will tell what will happen when this villains meets our hero.

1\. The bounty hunters don't know that the person who has the Omnitrix also has the Nemetrix, and since the red watch was a secondary target they weren't concerned about looking for it…yet.

 **AN:** Well, here we are again! For those of you who haven't seen the previous posts on some of my challenge stories, I've been both busy and unmotivated in writing lately so my updates haven't been as frequent. That being said, I'll try to bring you all the best quality work I can when I can. Real life just sucks sometimes, ya'know? Anyway, big changes are going to be happening to the Ben 10 story line soon, especially when a certain 11 comes into the scene. What are these changes, you might ask? Well, you'll just have to bear with me to wait and see! Trust me, it'll be epic! As always, please **READ** and **Review!**


	6. Notice

***NOTICE***

Now, before any of you decides they want to lynch me, I want to emphasize that I am NOT abandoning any of my current stories. And no, I am NOT going on a hiatus that will take until 2020 to end. That said, I am taking a short sabbatical from my continuous stories (Kid Kyubi, Jealous Fox, Yellow Flash Blue Blur, Return of the Awakened, Twice the Hero, Naruto and Tora, Virus Digidestined) for a couple months, six being the maximum. This is not a decision I made lightly, but it was one born more from necessity. Lately, I have been having so many ideas for new stories that I want to make challenges of, that it has been interfering with my creative process in writing my continuous stories. This in turn has led to some of my work being sloppy and not really thought out, which isn't fair at all to any of my loyal readers.

So, I'm going to take these next couple months to write up and post challenges as often as I am able as well as step back and reflect on where I want to take my current stories. I don't want any more of my stories to end up like Chimera Luffy, which started out good but eventually just became an exact rehash of canon. I know a lot of you are going to hate me for this, but I'd like my fellow writers to respect my decision as they know how hard writing a story can be, and for my fans who aren't writers to understand that writing doesn't come as easily to me as it does some people. While I'm on my sabbatical, I'll try writing a couple chapters for my other stories so that when I come back in full I can post multiple chapters one after the other.

In the meantime, please keep your eyes peeled for more of my challenges in the coming months, and I look forward to bringing you all more enjoyment for years to come!

Stay nerdy my friends!

~mellra


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